Common use of Survival of Representations and Warranties and Covenants Clause in Contracts

Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.1, and any and all claims and causes of action for indemnification under this Article V arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. (a) The representationsrepresentations and warranties set forth in Sections 4.1(a), warranties4.1(b), 4.1(c), and 4.1(e) and the covenants of Seller hereunder other than those covenants of Seller in Section 5.1 shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties made by Seller in Section 4.1 and the covenants of Seller in Section 5.1 shall survive the Closing for a period of nine (9) months thereafter (the “Seller Survival Period”) and thereafter shall be of no force or effect, and any claim for any breach thereof must be brought on or prior to the end of the Seller Survival Period. (b) The representations and warranties set forth in Sections 4.2(a), 4.2(b), 4.2(c), 4.2(h), 4.3(a), 4.3(b), 4.3(c), and 4.3(k) and the covenants of Buyer and Parent hereunder shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties made by Buyer in Section 4.2 and Parent in Section 4.3 shall survive the Closing until the date that is three (3) years following the Closing (the “Buyer Survival Period”) and thereafter shall be of no force or effect, and any claim for any breach thereof must be brought on or prior to the end of the Buyer Survival Period. (c) All other indemnities, covenants and agreements of the Parties contained in this Agreement shall survive the Closing in accordance with their terms. Except for the applicable period special warranty of title made by Seller in the Assignment, the Parties have made no representations or warranties other than those expressly set forth in this Section 5.1, and any and all claims and causes of action for indemnification under this Article V arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the ClosingAgreement.

Survival of Representations and Warranties and Covenants. (a) The representations, warranties, covenants representations and agreements warranties of the Parties Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 5.19.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and any the other covenants and all agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims and causes of action for indemnification under this Article V arising out with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the inaccuracy or R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representationscontained herein, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a unless written notice of such claim (stating is received by such party describing in reasonable detail the basis facts and circumstances with respect to the subject matter of such claim) claim on or prior to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any date on which the representation, warranty, covenant or agreement of the Parties on which contemplates performance after the Closingsuch claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.1, and any and all claims and causes of action for indemnification under this Article V arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective Except as otherwise provided in Section 8.6, the right to commence any claim with respect to the representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) herein shall survive [***]; until the date that is twelve (b12) All months after the Closing Date; provided that the right to commence any claim with respect to the representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing contained in (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before 4.11 (Employee Benefit Plans) will survive until the expiration of the applicable survival period, previously made a claim by delivering a written notice statute of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 limitations and (ii) this Section 4.1(a) (Organization and Good Standing), Sections 4.2(a) and (b) (Acquired Subsidiaries), Section 4.3 (Authorization; Binding Obligations), Section 4.8 (Transactions with Affiliates), Section 4.10(a) and (b) (Title), Section 5.1 (Organization and Good Standing) and Section 5.3 (Authorization; Binding Obligations) will survive indefinitely. (b) The covenants and agreements that contemplate actions to be taken or not taken or obligations in effect after the Closing shall survive in accordance with their terms. This Section 10.1 shall not limit any covenant or agreement of the Parties parties contained in this Agreement which by its terms contemplates performance after the Closing, and shall not extend the applicability of any covenant or agreement of the parties contained in this Agreement which by its terms relates only to a period between the date hereof and the Closing, except that the right to commence any claim with respect to any such covenant or agreement which by its terms relates only to a period between the date hereof and the Closing shall survive until the date that is twelve (12) months after the Closing Date. (c) Notwithstanding Section 10.1(a) and Section 10.1(b), in the event written notice of any bona fide claim for indemnification under Section 10.2(a), Section 10.2(b), Section 10.3(a) or Section 10.3(b) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the legal and factual basis for such claim, the indemnification claim shall survive until such time as such claim is fully and finally resolved. Neither Purchaser nor Sellers shall have any liability pursuant to this Agreement with respect to any claim first asserted in connection with any indemnification claim for a breach of representation, warranty, covenant or agreement asserted after the survival period specified for such representation, warranty, covenant or agreement in Section 8.6, Section 10.1(a) or Section 10.1(b), as applicable.

Survival of Representations and Warranties and Covenants. The representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.18.1 (each, a “Survival Period”), and any and all claims and causes of action for indemnification under this Article V VIII arising out of the inaccuracy or breach of any representation, warranty, warranty or covenant or agreement of a Party must be made prior to the termination of the applicable survival periodSurvival Period. The Parties agree that all of the representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V VIII related thereto shall survive as follows: (a) The respective representations and warranties until the third anniversary of the Parties Closing, provided, however, that the representation and warranty in Section 4.5 shall survive until the eighth anniversary of the Closing, unless, in the case of covenants or agreements, a specified survival period is otherwise set forth in Sections 2.1 this Agreement (Corporate Organization, Standing and Powerin which case such specified date will control), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) foregoing, any obligation obligations to indemnify, defend and hold harmless pursuant to this Section 5.1 8.2 shall not terminate with respect to any item as to which the Indemnified Party (as defined below) shall have, before the expiration of the applicable survival periodSurvival Period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party (as defined below) in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing8.3.

Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.16.1, and any and all claims and causes of action for indemnification under this Article V VI arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V VI shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 4.1 (Organization, Standing and Authority) and 3.2 4.2 (Consents and Authorization) shall survive [***]indefinitely; (b) All other representations and warranties of the Parties shall survive [***]for three (3) years; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]indefinitely. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 6.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 6.3 and (ii) this Section 5.1 6.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.1, and any and all claims and causes of action for indemnification under this Article V arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 herein (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All other than the representations and warranties in Section 4.13, except Section 4.13(q)), and the right to commence any claim with respect thereto, shall survive until the fifteen month anniversary of the Parties Closing Date and shall expire thereafter, and the Parent and its Affiliates right to make any claim for indemnification for any Special Obligation in 42 accordance with the terms hereof, shall survive [***]until the twenty-seven month anniversary of the Closing Date and shall expire thereafter; and (cprovided that in the event written notice of any claim for indemnification under Section 9.2 or Section 8.1 shall have been given in accordance with Section 9.3(b) All covenants, agreements and obligations that do not or Section 8.3 hereof or written notice of the commencement of a Tax audit shall have a specified term shall survive [***]. Notwithstanding the foregoing (ibeen given in accordance with Section 8.5(f) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of hereof within the applicable survival period, previously the right to be indemnified with respect to such matter shall survive until such time as such matter is fully and finally resolved. Any investigation or other examination that may have been made a claim or may be made at any time by delivering a written notice or on behalf of such claim (stating in reasonable detail the basis of such claim) party to the Indemnifying Party in accordance with Section 5.3 whom representations and (ii) this Section 5.1 warranties are made shall not limit limit, diminish or in any way affect or be deemed to modify the representations and warranties in this Agreement, and the parties may rely on the representations, warranties and covenants in this Agreement, and any schedule, exhibit or certificate in respect thereof, irrespective of any information obtained by them by any investigation, examination or otherwise, in all cases subject to any and all limitations to which such representations, warranties and covenants are subject pursuant to this Agreement, including the Disclosure Letter. (b) Any covenant or agreement of the Parties parties contained in this Agreement which by its terms contemplates performance after the Closing shall survive the Closing in accordance with its terms; provided, that this provision is not intended to release any party from liability for any breach occurring prior to the Closing of any covenant or agreement that does not survive the Closing.

Survival of Representations and Warranties and Covenants. (a) The representationsrepresentations and warranties of the Seller and the Buyer contained in this Agreement shall terminate upon the date that is the 12-month anniversary of the Closing Date, warrantiesand all liability of the parties hereto with respect to such representations and warranties (including for indemnification for breach of such representations and warranties under this Article VIII) shall thereupon be extinguished; provided, however, that: (i) the representations and warranties set forth in Sections 3.1 and 4.1 relating to organization and existence, Sections 3.2 and 4.2 relating to authority, Section 3.4(a) relating to title to the Purchased Assets and Sections 3.25 and 4.5 relating to broker’s fees and finder’s fees (Sections 3.1, 3.2, 3.4(a), 3.25, 4.1, 4.2 and 4.5 are collectively referred to herein as the “Core Representations”), shall survive indefinitely; and (ii) the representations and warranties set forth in Section 3.14 relating to Taxes shall survive until the close of business on the 45th day following the expiration of the applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). (b) All liability of the parties hereto with respect to the covenants and agreements of the Parties Seller and the Buyer contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.1, and any and all claims and causes of action (including for indemnification for breach of such covenants and agreements under this Article V arising out VIII) shall terminate upon the date that is 12 months after the Closing Date (or, in the case of those covenants and agreements that by their terms contemplate performance in whole or in part after the inaccuracy or breach of any representationClosing, warranty, the date that is 12 months following the date by which such covenant or agreement of a Party must is required to be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authorityperformed) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; andthereupon be extinguished. (c) All covenants, agreements and obligations that do not Neither the Seller nor the Buyer shall have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate liability whatsoever with respect to any item as such representations and warranties unless a Claim Notice or Third-Party Claim Notice is delivered in accordance with Section 8.4(e) prior to which the Indemnified Party shall have, before the expiration of the applicable survival periodperiod for such representation and warranty, previously made a claim by delivering a written notice of in which case such representation and warranty shall survive as to such claim (stating until such claim has been finally resolved. The survival periods set forth herein are in reasonable detail lieu of, and the basis parties hereto expressly waive, any otherwise applicable statute of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closinglimitations.

Survival of Representations and Warranties and Covenants. The representationsparties agree that, warrantiesregardless of any investigation made at any time by the parties, covenants the representations and agreements of the Parties contained warranties made by Sellers in this Agreement (and any related indemnity obligations) shall survive the Closing and shall terminate, and be of no further force and effect, and no claims with respect thereto may be made by the Purchaser, after the date which is eighteen (18) months from the Effective Time; provided, however, that, notwithstanding the foregoing, (i) claims for indemnification relating to Losses (as defined in Section 8.2 below) arising out of any breach of the applicable period representations and warranties set forth in this Section 5.14.15 (Environmental), Sections 4.13 and 4.14 (Employment and Benefits) and Section 4.12 (Taxes) shall survive to the expiration of the applicable statute of limitations including any extensions or waivers thereof and all (ii) claims and causes of action for indemnification under this Article V relating to Losses arising out of any defect in the inaccuracy or breach of title to any representationPurchased Assets shall survive indefinitely. Further, warrantyif any claim for indemnification hereunder, covenant or agreement of a Party must be made prior which has been previously asserted by either party to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this a notice of claim in accordance with Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have8.5 below, before is still pending at the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) shall continue to be subject to the Indemnifying Party indemnification provisions of this Agreement until resolved. For the avoidance of doubt, all covenants and agreements made hereunder shall survive until satisfied in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of full unless the Parties which contemplates performance after the ClosingAgreement explicitly provides for a specific termination date.

Survival of Representations and Warranties and Covenants. The representations(a) Except as set forth in paragraph (b) below, warranties, covenants the representations and agreements warranties of the Parties Parent and the Seller and the Purchaser contained in this Agreement shall will survive the Closing for a period of fifteen (15) months. (i) The representations and warranties contained in Section 3.2, Section 3.4, Section 3.8, Section 3.13, Section 3.26, Section 4.2 and Section 4.4 will survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations period set forth (after giving effect to any waivers and extensions thereof). (ii) The representations and warranties contained in Section 3.22 and Section 3.23 (with respect to Permits required by Environmental Law) will survive the Closing for a period of ten (10) years. (b) The covenants or agreements contained in this Section 5.1Agreement that by their terms are to be performed solely between the date hereof and the Closing shall not survive the Closing. The covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing Date shall continue in full force and effect after the Closing in accordance with their respective terms. (c) Any claim in respect of which payments may be sought under Article IX of this Agreement (each, and any and all claims and causes of action for indemnification under this Article V arising out of an “Indemnification Claim”) with respect to the inaccuracy or breach of any representation, warranty, warranty or covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained set forth in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title is required to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the be made by an Indemnified Party shall have, before on or prior to the expiration of the applicable survival periodperiod set forth in Section 9.1(a). No Certificate for breach of any such representations, previously made warranties, covenants or agreements of the Parties may be brought by a claim Party, and no action with respect thereto may be commenced by delivering a written notice of Party, following the applicable survival date, and any such claim (stating in reasonable detail claims shall be irrevocably and unconditionally released and waived by such Party and no Party shall have any liability or obligation with respect thereto, unless the basis of such claim) Indemnified Party gave a Certificate to the Indemnifying Party with respect to such claim on or before such applicable survival date, in accordance with Section 5.3 and (ii) this Section 5.1 which case the right of the Party providing such Certificate shall not limit any covenant or agreement expire until the dispute is resolved under the terms of the Parties which contemplates performance after the Closingthis Agreement.

Survival of Representations and Warranties and Covenants. The representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.18.1, and any and all claims and causes of action for indemnification under this Article V VIII arising out of the inaccuracy or breach of any representation, warranty, warranty or covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V VIII shall survive as follows: (a) Section 8.1.1 The respective representations and warranties of the Parties set forth in Sections 2.1 3.1 (Corporate Organization, Standing Authority and PowerBinding Effect), 2.2 3.2 (Consents, Authorization and EnforceabilityOrganization), 2.3 3.8.1 (Title to Assets; Sufficiency of Assets), 3.1 3.13 (Environmental Matters), 3.23 (Brokers), 4.1 (Authority and Binding Effect), 4.2 (Organization), Standing and Authority) and 3.2 4.6 (Consents and AuthorizationBrokers) shall survive [***]the Closing indefinitely; Section 8.1.2 The representations and warranties of Seller set forth in Sections 3.11 (bCompliance With Laws), 3.15 (Intellectual Property), 3.16 (Tax Matters), 3.17 (Employee Benefit Plans) and 3.20 (Labor and Employment) shall survive until sixty (60) days after the expiration of the applicable statute of limitations; Section 8.1.3 All other representations and warranties of the Parties shall survive [***]until the eighteenth month (18th) anniversary of the Closing Date; and (c) Section 8.1.4 All covenants, agreements and obligations that do not have a specified term shall survive [***]indefinitely. Notwithstanding the foregoing (ia) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 8.2 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 8.6 and (iib) this Section 5.1 8.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. The To the extent that the representations, warranties, agreements and covenants and agreements of the Parties contained in this Agreement are to survive the Closing, they shall survive the Closing for the applicable period respective periods set forth in this Section 5.110.1 (each a “Survival Period”), and any and all claims and causes of action for indemnification under this Article V X arising out of the inaccuracy or breach of any representation, warranty, agreement or covenant or agreement of a Party must be made prior to the termination of the applicable survival periodSurvival Period. The Parties agree that all of the representations, warranties, agreements and covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V X shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All Section 10.1.1 all representations and warranties of the Parties shall survive [***]until the date falling eighteen (18) months after a Closing Date; and provided, however, that (a) any Seller’s Title, Authorization and Brokers’ Warranty and representations and warranties set forth in Sections 4.23, 4.26 and 4.27 shall survive indefinitely, (b) any fraud or intentional misrepresentation shall survive indefinitely and (c) All the representations and warranties set forth in Sections 4.12, 4.13, 4.16 and 4.21 shall survive until the expiration of the applicable stature of limitations; Section 10.1.2 all covenants, agreements and obligations that which by their terms do not have contemplate performance after a specified term Closing, shall terminate at the applicable Closing Date and shall not survive a Closing; and Section 10.1.3 all covenants, agreements and obligations which by their terms contemplate performance after a Closing and expire upon a date certain shall survive [***]until such date certain, and those which do not expire upon a date certain shall survive a Closing in accordance with their terms indefinitely. Notwithstanding the foregoing (ia) any obligation obligations to indemnify, defend and hold harmless pursuant to this Section 5.1 10.2 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival periodSurvival Period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail detail, to the extent known by the Indemnified Party, the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 10.3 and (iib) this Section 5.1 10.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the a Closing.

Survival of Representations and Warranties and Covenants. The representationsrepresentations and warranties made herein shall survive the Closing and terminate as provided in this Section 6.1. Upon such termination, warrantiesno party shall have any liability to the other party with respect to a claim of violation of a representation or warranty unless the party entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) shall have given appropriate notice to the party liable for indemnification pursuant to this Article VI (the “Indemnifying Party”) before the termination of the relevant representation or warranty as provided in this section and, accordingly, any representation or warranty, and any liability with respect thereto, that would otherwise terminate in accordance with this Section 6.1 shall continue to survive if a notice of a claim shall have been timely given under this Article VI on or prior to such termination, until such claim has been satisfied or otherwise resolved as provided in this Article VI, but only with respect to such claim. The representations and warranties and the covenants and agreements of the Parties other obligations contained in this Agreement shall survive the Closing for a period of twenty-four (24) months following the applicable period set forth in this Section 5.1Closing, subject to the terms and any and all claims and causes conditions of action for indemnification under this Article V arising out of VI. Notwithstanding the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to preceding sentence (i) the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth contained in Sections 2.1 2.2.6 (Corporate Organization, Standing and PowerTaxes), 2.2 2.2.14 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and AuthorityERISA) and 3.2 2.2.15 (Consents and AuthorizationEnvironmental Matters) shall survive [***]; until six (b6) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of months after the applicable survival period, previously made a claim by delivering a written notice statute of such claim limitations (stating in reasonable detail the basis of such claimincluding any extensions and waivers thereof) to the Indemnifying Party in accordance with Section 5.3 has expired; and (ii) this the representations and warranties in Sections 2.2.1(a), (b), clause (i) of Section 5.1 shall not limit any covenant or agreement 2.2.1(c), and the second sentence of Section 2.2.1(d) (Authorization; No Conflicts; Organizational Documents, etc.), 2.2.2 (a), (b) and (c) (Capitalization), and 2.2.3(h) (Restricted Cash Accounts; Client Cash Accounts)(such representations and warranties, the Parties which contemplates performance after the Closing.“Seller Fundamental Representations”) and 2.3.1(a), (b), and clause (i) of Section 2.3.1

Survival of Representations and Warranties and Covenants. The representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.18.1 (each, a “Survival Period”), and any and all claims and causes of action for indemnification under this Article V VIII arising out of the inaccuracy or breach of any representation, warranty, warranty or covenant or agreement of a Party must be made prior to the termination of the applicable survival periodSurvival Period. The Parties agree that all of the representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V VIII related thereto shall survive as follows: (a) The respective representations and warranties until the third anniversary of the Parties Closing; provided, however, that the representation and warranty in Section 4.5 shall survive until the eighth anniversary of the Closing, unless, in the case of covenants or agreements, a specified survival period is otherwise set forth in Sections 2.1 this Agreement (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authorityin which case such specified date will control) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) foregoing, any obligation obligations to indemnify, defend and hold harmless pursuant to this Section 5.1 8.2 shall not terminate with respect to any item as to which the Indemnified Party (as defined below) shall have, before the expiration of the applicable survival periodSurvival Period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party (as defined below) in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing8.3.

Survival of Representations and Warranties and Covenants. (a) Except as otherwise set forth in Section 9.6(h), the respective representations and warranties of Parent and the Buyer contained in Article III and Article IV (except for the representations and warranties set forth in Sections 3.1 (other than 3.1(d)(iii), 3.1(d)(v) or (3.1(e)) and 4.1 (Existence and Power; Non-Contravention), Sections 3.2 and 4.2 (Valid and Enforceable Agreement; Authorization), Section 3.3 (other than Section 3.3(e)) (Capitalization and Ownership), Section 3.7 (Taxes) and Section 3.27 (Brokers, Finders) (the “Fundamental Representations”)) shall not survive the Closing. The Fundamental Representations shall survive the Closing until expiration of the applicable statute of limitations (including any extensions thereof). The certificates delivered pursuant to Sections 7.1 and 8.1 shall be deemed to be additional representations and warranties, and shall expire in the same manner as the respective underlying representations and warranties in Article III and Article IV expire and shall otherwise be subject to the same terms, conditions and limitations as the respective underlying representations and warranties in Article III and Article IV are subject, all as provided in this Article IX. (b) All covenants and agreements contained herein which by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate. (c) Any claim for indemnity under this Agreement with respect to any breach of representations, warranties, covenants or agreements not made within the periods specified in Section 9.5(a), Section 9.5(b), Section 9.6(h) and agreements of the Parties contained in this Agreement Section 9.7 shall survive the Closing for the applicable period set forth in this Section 5.1be deemed time-barred, and any no such claim shall be made after the periods specified in Section 9.5(a), Section 9.5(b), Section 9.6(h) and all claims and causes Section 9.7; provided, however, that if written notice of action a claim for indemnification under this Article V arising out of Section 9.1 or Section 9.2 shall have been provided to Parent or the inaccuracy or breach of any representationBuyer, warrantyas the case may be, covenant or agreement of a Party must be made prior to the termination of within the applicable survival period. The Parties agree that all of the period and in good faith, then any representations, warranties, covenants and or agreements that are the subject of the Parties contained in this Agreement and any and all claims and causes of action for such indemnification under this Article V claim that would otherwise terminate as set forth above shall survive as follows: (a) The respective representations to such claim, and warranties of that claim only, until such time as such claim is fully and finally resolved. Notwithstanding anything herein to the Parties set forth in Sections 2.1 (Corporate Organizationcontrary, Standing and Power)any claim for fraud, 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) willful misrepresentation or willful misconduct shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the until expiration of the applicable survival period, previously made a claim by delivering a written notice statute of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closinglimitations.

Survival of Representations and Warranties and Covenants. The representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement herein shall survive the Closing Effective Time for the applicable period respective periods set forth in this Section 5.111.1 (each a “Survival Period”), and any and all claims and causes of action for indemnification under this Article V ARTICLE XI arising out of the inaccuracy or breach of any representation, warranty, warranty or covenant or agreement of a Party must be made prior to the termination of the applicable survival periodSurvival Period. If a notice for indemnification is given, the Survival Period for such claim shall continue until the claim is fully resolved. The Parties agree that all of the representations, warranties, warranties and covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V ARTICLE XI shall survive as follows: (a) The respective all representations and warranties of the Parties set forth in ARTICLE IV (other than Sections 4.3 and 4.8), ARTICLE V (other than Sections 5.1, 5.2 and 5.6) and ARTICLE VI (other than Sections 6.1 and 6.2) shall survive for twelve (12) months after the Closing Date, all representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization4.3, Standing 5.1, 5.2, 5.6, 6.1 and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) 6.2 shall survive [***]until the expiration of the applicable statute of limitations period and the representations and warranties set forth in Section 4.8 shall survive until the earlier of (i) the expiration of the applicable statute of limitations and (ii) five (5) years after the Closing Date; (b) All representations and warranties of the Parties shall survive [***]; and (c) All all covenants, agreements and obligations that do not have a specified term required to be performed at or before the Effective Time shall terminate at the Effective Time, if so performed, otherwise they shall survive [***]. Notwithstanding the foregoing until performed; (ic) except as otherwise provided herein, all post-Closing covenants of Purchaser and Seller shall survive until performed; and (d) any obligation to indemnify, defend claim for or based on any intentional or willful misrepresentation in any representation or warranty of Seller in this Agreement or any Other Transaction Document or involving fraud or willful misconduct shall survive indefinitely from and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the ClosingEffective Time.

Survival of Representations and Warranties and Covenants. The All representations, warranties, agreements and covenants and agreements of the Parties contained made by Target herein, or in this Agreement any certificate, schedule or exhibit delivered pursuant hereto, shall survive the execution and delivery of this Agreement and the Closing and shall survive until the date that is twelve (12) months following Closing; provided, however, that any claims for indemnification involving (i) the applicable period Specified Matters or breach of the representations and warranties contained in Section 3.9 (Intellectual Property) (the “IP Representations”), shall survive until the date that is twenty-four (24) months following Closing, (ii) any breach of any of the representations and warranties contained in Section 3.2 (Authority), Section 3.5 (Capital Structure), and Section 3.21 (Taxes) (collectively, the “Specified Representations”) and the matters set forth in this Section 5.1Sections 9.2(a)(iv), (v) and (viii) shall survive until the date that is thirty-six (36) months following the Closing, and any (iii) Fraud shall survive until the date that is sixty (60) months following the Closing and, in each case of (i), (ii) and all claims and causes of action for indemnification under this Article V arising out of (iii), shall also survive thereafter until resolved if a claim in respect thereof has been made prior to the inaccuracy or breach of any representation, warranty, covenant or agreement of applicable survival date with respect to such matters. If a Party must be made claim has been asserted by Acquiror prior to the termination of the applicable survival perioddate, the representation or warranty relating to such claim shall survive solely with respect to such claim until such claim is finally determined in accordance with this Agreement. The Parties agree parties acknowledge that all of the representations, warranties, covenants time periods set forth in this Section 9 and agreements of the Parties contained elsewhere in this Agreement and any and all for the assertion of claims and causes of action for indemnification notices under this Article V shall survive Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as follows: (a) agreed hereunder by the parties. The respective representations and warranties of parties further acknowledge that the Parties time periods set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which 9 and elsewhere in the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim Agreement may be shorter than otherwise provided by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closinglaw.

Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements (i) All of the Parties representations and warranties of Target contained in this Agreement Section 4 (other than the Fundamental Representations and the Statutory Representations) shall survive the Closing and shall continue in full force and effect for a period of eighteen (18) months after the applicable Closing Date. All of the representations and warranties contained in Sections 4(n)(ii)-(viii) (Intellectual Property) and Section 4(k) (Legal Compliance) (the “Statutory Representations”) shall survive the Closing and shall continue in full force and effect for a period set forth of four (4) years after the Closing Date. All of the representations and warranties contained in this Section 5.13 and Section 4(a) (Organization), Section 4(b) (Authorization), Section 4(c) (Capitalization), Section 4(d) (Non-contravention), Section 4(e) (Brokers’ Fees), Section 4(f)(i) (Title to Tangible Assets), Section 4(n)(i) (Title to Intangible Assets), Section 4(l) (Tax Matters), Section 4(r) (Employee Benefits), and any Section 4(t) (Environmental, Health, and all claims Safety Matters) (collectively, the “Fundamental Representations”) shall survive the Closing and causes of action for indemnification under this Article V arising out shall continue in full force and effect until the sixtieth (60th) day after the expiration of the inaccuracy or breach longest applicable statute of any representation, warranty, covenant or agreement limitations. (ii) Each of the covenants and other agreements of a Party must be made prior to shall survive in accordance with its express terms or in the termination absence of such terms until the expiration of the applicable survival periodstatute of limitations with respect to such covenant or agreement. The Parties agree that all For the avoidance of doubt and without limiting the representationsforegoing, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for Buyer’s right to indemnification under this Article V pursuant to Section 6(b)(ii)(G) below shall survive as follows:perpetually. (aiii) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) Neither Buyer nor Sellers shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate liability whatsoever with respect to any item breach of or inaccuracy in any representation and warranty or any breach of covenant, as the case may be, unless a claim is made hereunder prior to which the Indemnified Party shall have, before the expiration of the applicable survival periodperiod for such representation and warranty or covenant, previously made a claim by delivering a written notice of in which case such representation and warranty or covenant, as the case may be, shall survive as to such claim (stating in reasonable detail until such claim has been finally resolved; provided that the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 foregoing shall not limit any covenant apply in the case of fraud or agreement of the Parties which contemplates performance after the Closingintentional misrepresentation.

Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 5.1, and any and all claims and causes of action for indemnification under this Article V arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties parties hereto which are contained in this Agreement or in confirming certificates delivered at the Closing (other than those representations and warranties relating to the due authorization, execution and delivery of this Agreement and the Ancillary Agreement and those relating to Seller's title to the Common Stock which is the subject of this Agreement which shall survive [***]for the applicable statutory period of limitation), shall remain operative and in full force and effect until June 30, 2000, regardless of any investigation made by or on behalf of any of the parties hereto, following the Closing. (b) All covenants made by Buyer or Seller in Article V of this Agreement to be performed after the date hereof will survive the Closing, and will remain in full force and effect thereafter: (i) in the case of all covenants that have specified terms or periods until the later of (x) expiration of the terms or periods respectively specified therein, or (y) June 30, 2000; andor (ii) June 30, 2000 for all other covenants. (c) All covenantsIf within the survival periods specified in Sections 13.5(a) and 13.5(b) above, agreements and obligations that do a claim for indemnification shall be made in respect of the breach of any representation, warranty or covenant, the expiration of such period of survival shall not affect the right of indemnified party to indemnification if the party claiming indemnification for such breach shall have a specified term shall survive [***]. Notwithstanding delivered to the foregoing (i) any obligation other party written notice setting forth with reasonable specificity the basis of such claim prior to indemnify, defend and hold harmless the expiration of such time pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing13.5.

Survival of Representations and Warranties and Covenants. The representations(a) All representations and warranties contained in this Agreement, warrantiesany Ancillary Agreement or in any certificate, covenants instrument or other document delivered pursuant to this Agreement or Ancillary Agreement shall survive the Closing, irrespective of any facts known to any Indemnified Party at or prior to the Closing or any investigation at any time made by or on behalf of any Indemnified Party, for a period of thirty (30) months following the Closing Date; provided, however, that: (i) the representations and agreements warranties set forth in Section 5.9 (solely the second sentence), Section 5.10 (solely sub-paragraphs (c), (d), (e) and (f)), Section 5.11 and Section 5.15 shall survive until one hundred and twenty (120) days following the expiration of the statute of limitations applicable to the underlying matters covered by such provisions; (ii) the representations and warranties set forth in Section 5.18 shall survive until the later of (1) one hundred and twenty (120) days following the expiration of the statute of limitations applicable to the underlying matters covered by such provisions and (2) three (3) years from the Closing Date if there is no statute of limitations applicable to the underlying matters covered by such provisions; and (iii) the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.3 and Section 5.28 shall survive indefinitely. (b) Any indemnification obligations of the Parties contained in with respect to breaches of any covenants of this Agreement shall survive the Closing for Date in accordance with their terms (and if such terms do not express any survival period, shall survive until the applicable period set forth in this Section 5.1, and any and all claims and causes of action for indemnification under this Article V arising out of the inaccuracy or breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination expiration of the applicable survival period. The Parties agree that all statute of limitations with respect to the representations, warranties, covenants and agreements of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article V shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, Standing and Powerrelevant matter), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 3.1 (Organization, Standing and Authority) and 3.2 (Consents and Authorization) shall survive [***]; (b) All representations and warranties of the Parties shall survive [***]; and. (c) All covenants, agreements and obligations that do not have a specified term shall survive [***]. Notwithstanding the foregoing (iclaims for indemnification under Section 11.1(a) any obligation or Section 11.2(a) must be asserted prior to indemnify, defend and hold harmless pursuant to this Section 5.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival periodperiod set forth in Section 11.5(a); provided, previously made however, that if an Indemnified Party delivers to an Indemnifying Party, before expiration of the applicable survival period of a representation or warranty as set forth Section 11.5(a), a Claim Notice, then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice. If the claim by delivering a written with respect to which such notice has been given is definitively withdrawn or resolved in favor of such claim (stating in reasonable detail the basis of such claim) to Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party in accordance with Section 5.3 and (ii) this Section 5.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the ClosingParty.